Energy Transfer 2012 Annual Report Download - page 121

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• annually evaluate the CEO’s performance in light of these goals and objectives, and make recommendations to the board of
directors of our General Partner with respect to the CEO’s compensation levels, if applicable, based on this evaluation;
• based on input from, and discussion with, the CEO, make recommendations to the board of directors of our General Partner
with respect to non-CEO executive officer compensation, including incentive compensation and compensation under equity-
based plans;
• make determinations with respect to the grant of equity-based awards to executive officers under our equity incentive plans;
• periodically evaluate the terms and administration of ETP’s short-term and long-term incentive plans to assure that they are
structured and administered in a manner consistent with ETP’s goals and objectives;
• periodically evaluate incentive compensation and equity-related plans and consider amendments, if appropriate;
• periodically evaluate the compensation of the directors;
• retain and terminate any compensation consultant to be used to assist in the evaluation of director, CEO or executive officer
compensation; and
• perform other duties as deemed appropriate by the board of directors of our General Partner.
Matters relating to the nomination of directors or corporate governance matters are addressed to and determined by the full Board
of Directors.
Code of Business Conduct and Ethics
The Board of Directors has adopted a Code of Business Conduct and Ethics applicable to our officers, directors and employees.
Specific provisions are applicable to the principal executive officer, principal financial officer, principal accounting officer and
controller, or those persons performing similar functions, of our General Partner. Amendments to, or waivers from, the Code of
Business Conduct and Ethics will be available on our website and reported as may be required under SEC rules. Any technical,
administrative or other non-substantive amendments to the Code of Business Conduct and Ethics may not be posted.
Meetings of Non-management Directors and Communications with Directors
Our non-management directors meet in regularly scheduled sessions. The Chairman of each of our Audit and Compensation
Committee alternate as the presiding director of such meetings.
We have established a procedure by which Unitholders or interested parties may communicate directly with the Board of Directors,
any committee of the Board, any independent directors, or any one director serving on the Board of Directors by sending written
correspondence addressed to the desired person or entity to the attention of our General Counsel at Energy Transfer Partners, L.P.,
3738 Oak Lawn Avenue, Dallas, Texas 75219 or [e-mail]. Communications are distributed to the
Board of Directors, or to any individual director or directors as appropriate, depending on the facts and circumstances outlined in
the communication.
Directors and Executive Officers of the General Partner
The following table sets forth certain information with respect to the executive officers and members of the Board of Directors of
our General Partner as of February 28, 2013. Executive officers and directors are elected for one-year terms.
Name Age Position with Our General Partner
Kelcy L. Warren 57 Chief Executive Officer and Chairman of the Board of Directors
Marshall S. (Mackie) McCrea, III 53 President, Chief Operating Officer and Director
Martin Salinas, Jr. 41 Chief Financial Officer
Thomas P. Mason 56 Senior Vice President, General Counsel and Secretary
Richard Cargile 53 President of Midstream Operations
Bill W. Byrne 83 Director
Paul E. Glaske 79 Director
Ted Collins, Jr. 74 Director
Michael K. Grimm 58 Director
Messrs. Warren and McCrea also serve as directors of ETE’s general partner.
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